As filed with the Securities and Exchange Commission on December 12, 2000.
Registration No.333-50756
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
GOLDEN STATE BANCORP INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
95-4642135
(I.R.S. Employer Identification No.)
--------------------
135 MAIN STREET
SAN FRANCISCO, CALIFORNIA 94105
(415) 904-1100
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
--------------------
VANESSA L. WASHINGTON, ESQ.
GOLDEN STATE BANCORP INC.
135 MAIN STREET
SAN FRANCISCO, CALIFORNIA 94105
(415) 904-1100
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
CHRISTIE S. FLANAGAN, ESQ.
GOLDEN STATE BANCORP INC.
135 MAIN STREET
SAN FRANCISCO, CALIFORNIA 94105
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AT SUCH
TIME OR TIMES AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
AS THE SELLING STOCKHOLDER SHALL DETERMINE.
--------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the
following box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
--------------------
Pursuant to Rule 429 under the Securities Act, this registration
statement contains a combined prospectus that also relates to 1,356,323
shares of common stock of the registrant previously registered pursuant to
its registration statement on Form S-3 (File No. 333-37322). The filing fee
associated with such securities was previously paid with that registration
statement. This registration statement constitutes Post-Effective Amendment
No. 1 to registration statement on Form S-3 (File No. 333-37322) pursuant
to which the total amount of unsold common stock previously registered
under registration statement on Form S-3 (File No. 333-37322) may be
offered and sold, together with the securities registered hereunder,
through the use of the combined prospectus included in this registration
statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
The information in this prospectus supplement is not complete and may be
changed. We may not sell the securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
prospectus supplement is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
SUBJECT TO COMPLETION DATED, DECEMBER 12, 2000
Prospectus Supplement to Prospectus dated December __, 2000
GOLDEN STATE BANCORP INC.
Up to 6,000,000 Shares
Common Stock
-------
The shares of common stock are being sold by Credit Suisse First
Boston Corporation. They are selling the shares in connection with a
forward sale transaction with the selling stockholder named in the
accompanying prospectus. We will not receive any of the proceeds from the
sale of the common stock. Our common stock is traded on the New York Stock
Exchange and the Pacific Exchange under the symbol "GSB." The average of
the high and low prices of the common stock as reported on the consolidated
tape for New York Stock Exchange listed companies on December 11, 2000 was
$27.97 per share.
The shares of common stock may be offered from time to time for sale
in transactions, including block sales, on the New York Stock Exchange, in
the over-the-counter market, in negotiated transactions or otherwise. The
shares will be sold at market prices prevailing at the time of sale or at
prices otherwise negotiated.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON
PAGE 4 OF THE ACCOMPANYING PROSPECTUS.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities, or
determined if this prospectus supplement or the prospectus to which it
relates is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is December , 2000.
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and in the accompanying prospectus.
No one has been authorized to provide you with different information. The
shares of common stock are not being offered in any jurisdiction where the
offer is not permitted. You should not assume that the information in this
prospectus supplement or the accompanying prospectus is accurate as of any
date other than the date on the front of the documents.
TABLE OF CONTENTS
Prospectus Supplement Prospectus
Supplemental Plan of Distribution.S-3 The Company......................3
Legal Matters.....................S-4 Risk Factors.....................4
Use of Proceeds.................11
Description of Common Stock.....11
Selling Stockholder ............12
Plan of Distribution............12
Legal Matters...................15
Experts.........................15
Where You Can Find
More Information................15
SUPPLEMENTAL PLAN OF DISTRIBUTION
The selling stockholder has entered into forward sale contracts with
an affiliate of Credit Suisse First Boston Corporation, as purchaser,
relating to up to 6,000,000 shares of common stock. In connection with the
forward sale contracts, Credit Suisse First Boston Corporation will sell
the shares being offered by this prospectus.
Credit Suisse First Boston Corporation proposes to offer the shares
from time to time for sale in transactions (including block sales) on the
New York Stock Exchange, in the over-the-counter market, in negotiated
transactions or otherwise. The shares will be sold at market prices
prevailing at the time of sale or at prices otherwise negotiated. In
connection with the sale of the shares offered hereby, Credit Suisse First
Boston Corporation may receive brokerage commissions not to exceed 0.50% of
the sale prices from time to time. Credit Suisse First Boston Corporation
may effect such transactions by selling shares of the common stock offered
hereby to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from Credit Suisse First
Boston Corporation and/or from purchasers of shares for whom such dealers
may act as agents or to whom they may sell as principal. The shares of
common stock offered hereby may be sold long or short. If any of the shares
are sold short, Credit Suisse First Boston Corporation or the purchaser
under the forward sale contracts may use up to 3,000,000 shares of common
stock received from the stockholder under the forward sale contracts to
settle or close out such short sales.
We and the selling stockholder have agreed to indemnify Credit Suisse
First Boston Corporation and the purchaser under the forward sale contract
against certain liabilities, including liabilities under the Securities
Act, and to contribute to payments that they may be required to make in
that respect.
We estimate that the total expenses for the offering payable by us
will be approximately $88,000.
From time to time in the ordinary course of their respective
businesses, Credit Suisse First Boston Corporation and its affiliates have
engaged in and may in the future engage in investment or commercial banking
transactions with us or our affiliates. Because more than 10% of the net
proceeds of this offering may be paid to an affiliate of Credit Suisse
First Boston Corporation, the offering is being conducted in accordance
with Rule 2710(c)(8) of the Conduct Rules of the National Association of
Securities Dealers, Inc.
LEGAL MATTERS
Certain legal matters will be passed upon for us by Christie S.
Flanagan, Esq., Executive Vice President and General Counsel of Golden
State Bancorp. Certain legal matters will be passed upon for the selling
stockholder by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New
York. Certain legal matters will be passed upon for Credit Suisse First
Boston Corporation and an affiliate thereof by Davis Polk & Wardwell, New
York, New York.
The information in this prospectus is not complete and may be changed. We
may not sell the securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED, DECEMBER 12, 2000
PROSPECTUS
GOLDEN STATE BANCORP INC.
7,356,323 Shares
Common Stock
-------
This prospectus is part of a registration statement that covers
7,356,323 shares of our common stock. These shares may be offered and sold
from time to time by the stockholder named in the prospectus (the "selling
stockholder"). We will not receive any of the proceeds from the sale of the
common stock. We will bear the costs relating to the registration of the
common stock, which we estimate to be $115,000.
Our common stock is traded on the New York Stock Exchange and the
Pacific Exchange under the symbol GSB. The average of the high and low
prices of the common stock as reported on the consolidated tape for New
York Stock Exchange listed companies on December 11, 2000 was $27.97 per
share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON
PAGE 4.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
--------------------------
The shares of common stock offered hereby are not savings accounts,
deposits or other obligations of any savings bank or non-bank subsidiary of
ours and are not insured by the Savings Association Insurance Fund or the
Bank Insurance Fund of the Federal Deposit Insurance Corporation or any
other government agency.
The date of this prospectus is December ___, 2000.
TABLE OF CONTENTS
THE COMPANY.........................................................3
RISK FACTORS........................................................4
USE OF PROCEEDS....................................................11
DESCRIPTION OF COMMON STOCK........................................11
SELLING STOCKHOLDER ...............................................12
PLAN OF DISTRIBUTION...............................................12
LEGAL MATTERS......................................................15
EXPERTS............................................................15
WHERE YOU CAN FIND MORE INFORMATION................................15
You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement.
No one has been authorized to provide you with different information.
The shares of common stock are not being offered in any jurisdiction
where the offer is not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the documents.
THE COMPANY
Golden State Bancorp Inc. is a holding company whose only significant
asset is all of the common stock of Golden State Holdings Inc., formerly
First Nationwide Holdings Inc., which owns all of the common stock of
California Federal Bank, a federal savings bank.
Golden State Bancorp, through California Federal Bank and its
subsidiaries, provides diversified financial services to consumers and
small businesses in California and Nevada. Golden State Bancorp's principal
businesses consist of:
o operating retail branches that provide deposit products such as
demand, transaction and savings accounts, and investment
products such as mutual funds, annuities and insurance;
o engaging in mortgage banking activities, including originating
and purchasing 1-4 unit residential loans for sale to various
investors in the secondary market or for retention in its own
portfolio, and servicing loans for itself and others; and
o to a lesser extent, originating and/or purchasing commercial
real estate, commercial and consumer loans for investment.
These operating activities are financed principally with customer
deposits, secured short-term and long-term borrowings, including Federal
Home Loan Bank advances, collections on loans, asset sales and retained
earnings.
California Federal Bank is chartered as a federal stock savings bank
under the Home Owners' Loan Act of 1933. It is regulated by the Office of
Thrift Supervision and the Federal Deposit Insurance Corporation, which
insures the deposit accounts of California Federal Bank up to applicable
limits through the Savings Association Insurance Fund. California Federal
Bank is also a member of the Federal Home Loan Bank System. California
Federal Bank has three principal subsidiaries:
o First Nationwide Mortgage Corporation, its mortgage banking
subsidiary;
o Auto One Acceptance Corporation, which primarily engages in
indirect sub-prime and prime auto financing activities; and
o Cal Fed Investments, which offers securities and insurance
products to both existing and prospective customers of
California Federal Bank.
Cal Fed Investments is subject to the guidelines established by the
Office of Thrift Supervision for broker-dealer subsidiaries of savings
associations, and is a member of the National Association of Securities
Dealers. In addition, Cal Fed Investments is registered as a broker-dealer
with the Securities and Exchange Commission and the Securities Investor
Protection Insurance Corporation. Cal Fed Investments receives commission
revenue for acting as a broker-dealer on behalf of its customers, but does
not maintain funds or securities.
Golden State Bancorp's revenues are derived from:
o interest earned on loans and interest received on government and
agency securities and mortgage-backed securities;
o gains on sales of loans and other investments, fees received in
connection with loan servicing and securities brokerage; and
o other customer service transactions.
Expenses primarily consist of interest on customer deposit accounts,
interest on short-term and long-term borrowings, compensation and benefits,
data processing, occupancy and equipment, communications, deposit insurance
assessments, advertising and marketing, professional fees and other general
administrative expenses.
As of September 30, 2000, Golden State Bancorp had total assets of
$60.6 billion, deposits of $23.2 billion and operated 354 retail branch
offices in California and Nevada. Our executive offices are located at 135
Main Street, San Francisco, California 94105 and our telephone number at
that address is (415) 904-1100.
RISK FACTORS
CONCENTRATION OF BUSINESS IN CALIFORNIA; EFFECT ON ASSET QUALITY
California Federal Bank's loan portfolio is concentrated in
California. As a result, the financial condition of California Federal Bank
will be subject to general economic conditions in California and, in
particular, to conditions in the California real estate market. As of
December 31, 1999, California Federal Bank had 83% of its loan portfolio
secured by real estate located in California. California Federal Bank may
find it difficult to originate a sufficient volume of high-quality real
estate loans or maintain its asset quality, either of which could
negatively impact future performance. In addition, any downturn in the
economy generally, and in California in particular, could further reduce
real estate values and the volume of loans originated. Real estate values
in California could also be affected by earthquakes or other catastrophic
events.
SUB-PRIME LENDING
Through its subsidiary, Auto One Acceptance Corporation, California
Federal Bank is engaged indirectly in sub-prime and prime auto financing
activities. At September 30, 2000, California Federal Bank's sub-prime auto
loan portfolio totaled $880.9 million, or 2.2% of California Federal Bank's
total loan portfolio. A loan may be considered sub-prime primarily for one,
or both, of two reasons: borrower credit and collateral considerations.
Sub-prime borrowers are likely to be relatively weak credits who may be
unable to repay their loans. A borrower may be considered a sub-prime
credit due to limited income, tarnished credit history (for example, prior
bankruptcy or history of delinquent payments on other types of installment
credit) or lack of credit history (for example, a relatively young
individual who has not yet developed a credit history profile). Sub-prime
loans may also have less valuable collateral. Collateral considerations in
the sub-prime market primarily result from the financing, in many cases, of
used vehicles. Although depreciation also affects new automobiles, the
market value of an automobile which is several years old may be more
difficult to ascertain than for a new vehicle, since such value will depend
on mileage and general condition, which may vary substantially for
different vehicles of a similar model year. As a result of these factors,
the performance of a sub-prime portfolio may be more susceptible to
performance deterioration than a prime portfolio, since the borrowers,
being more marginal credits, are likely to be disproportionately affected
by economic downturns, and since the collateral, often consisting of older,
used vehicles, may be more difficult to value correctly.
INTEREST RATE RISK
It is expected that California Federal Bank will continue to realize
income primarily from the differential or "spread" between the interest
earned on loans, securities and other interest-earning assets, and interest
paid on deposits, borrowings and other interest-bearing liabilities. Net
interest spreads are affected by the difference between the maturities and
repricing characteristics of interest-earning assets and interest-bearing
liabilities. Loan volume and yields are affected by market interest rates
on loans, and rising interest rates generally are associated with a lower
volume of loan originations. It is expected that a substantial majority of
California Federal Bank's assets will continue to be indexed to changes in
market interest rates and a substantial majority of its liabilities will
continue to be short term. Although California Federal Bank's management
believes that this fact should mitigate the negative effect of a decline in
yield on its assets, there can be no assurance that California Federal
Bank's interest rate risk will be minimized or eliminated. Golden State
Bancorp also maintains a significant portfolio of mortgage-backed
securities which tend to fluctuate in value in rapidly changing interest
rate environments. At September 30, 2000, California Federal Bank had $35.4
billion in assets indexed to changes in market rates and $40.4 billion in
liabilities maturing or repricing within one year. The lag in implementing
repricing terms on California Federal Bank's adjustable rate assets may
result in a decline in net interest income in a rising rate environment. In
addition, an increase in the general level of interest rates may adversely
affect the ability of certain borrowers to pay the interest on and
principal of their obligations. Accordingly, changes in levels of market
interest rates could materially adversely affect California Federal Bank's
net interest spread, asset quality, loan origination volume and overall
results of operations.
MORTGAGE SERVICING RIGHTS
At September 30, 2000, California Federal Bank held mortgage
servicing rights on a 1-4 unit residential loan portfolio with outstanding
loan balances totaling approximately $83.0 billion, excluding loans owned
by California Federal Bank that are serviced by First Nationwide Mortgage
Corporation. California Federal Bank's mortgage servicing rights had a
carrying value of $1.5 billion at September 30, 2000. A decline in
long-term interest rates generally results in an acceleration in mortgage
loan prepayments, and higher than anticipated levels of prepayments
generally cause the accelerated amortization of mortgage servicing rights
and generally will result in reductions in the market value of the mortgage
servicing rights and in California Federal Bank's servicing fee income.
There can be no assurances that long-term interest rates will not decline
or that the rate of mortgage loan prepayments will not exceed management's
estimates, resulting in reductions in net income from accelerated
amortization of mortgage servicing rights, reductions in the market value
of the mortgage servicing rights and possible impairment of the carrying
value of the mortgage servicing rights, or that management will be able to
reinvest the cash from mortgage loan prepayments in assets earning yields
comparable to the yields on the prepaid mortgages.
COMPETITION
Golden State Bancorp faces substantial competition for loans and
deposits throughout its market areas. Golden State Bancorp competes on a
daily basis with commercial banks, other savings institutions, thrift and
loans, credit unions, finance companies, retail investment brokerage
houses, mortgage banks, money market and mutual funds and other investment
alternatives and other financial intermediaries. Golden State Bancorp faces
competition throughout its market area from local institutions, which have
a large presence in Golden State Bancorp's market areas, as well as from
out-of-state financial institutions which have offices in Golden State
Bancorp's market areas. Many of these other institutions offer services
which Golden State Bancorp does not offer, including trust services.
Furthermore, banks with a larger capital base and financial firms not
subject to the restrictions imposed by banking regulations have larger
lending limits and can therefore serve the needs of larger customers.
REGULATION
The financial institutions industry is subject to extensive
regulation, which materially affects the business of Golden State Bancorp
and California Federal Bank. Statutes and regulations to which California
Federal Bank and its parent companies are subject may be changed at any
time, and the interpretation of these regulations is also subject to
change. There can be no assurance that future changes in such regulations
or in their interpretation will not adversely affect the business of Golden
State Bancorp and California Federal Bank.
UNITARY THRIFT HOLDING COMPANY STATUS
Golden State Bancorp is a unitary thrift holding company because it
owns only one savings association, California Federal Bank. Under prior
law, any company, regardless of the nature of the business in which it was
engaged, could qualify as a unitary savings and loan holding company.
Legislation enacted in 1999 provided that any company engaged in activities
not permitted for a financial holding company under the Bank Holding
Company Act may no longer qualify as a unitary savings and loan holding
company. Existing unitary savings and loan companies engaged in
non-financial related activities, such as Golden State Bancorp, are
"grandfathered" and may continue to engage in non-financial related
activities. However, such rights are not transferable to any other company
not otherwise qualified to own or control a savings association.
PROPOSED LEGISLATION
From time to time, Congress has considered proposed legislation that
could substantially alter the regulation of Golden State Bancorp and
California Federal Bank. These proposals have included the merger of the
two FDIC deposit insurance funds, the merger of the Office of Thrift
Supervision with the Office of the Comptroller of the Currency, and the
conversion of savings associations like California Federal Bank to national
bank charters. We can not determine whether, or in what form, such
legislation may eventually be enacted and the possible impact of such
changes. Further, there can be no assurance that any legislation that is
enacted would contain adequate grandfather rights for Golden State Bancorp
and California Federal Bank.
TAX SHARING AGREEMENT; AVAILABILITY OF NET OPERATING LOSS CARRYOVERS
Prior to the transactions that combined the separate businesses
operated by California Federal Bank and Glendale Federal Bank (the "Golden
State Acquisition"), California Federal Bank, First Nationwide Holdings and
Mafco Holdings Inc. were parties to a tax sharing agreement effective as of
January 1, 1994 (the "Tax Sharing Agreement"), pursuant to which:
(a) California Federal Bank paid to First Nationwide Holdings
amounts equal to the income taxes that California Federal Bank
would have been required to pay if it were to file a return
separately from the affiliated group for which Mafco Holdings was
the common parent (the "Mafco Group") and
(b) First Nationwide Holdings paid to Mafco Holdings amounts equal
to the income taxes that First Nationwide Holdings would be
required to pay if it were to file a consolidated return on
behalf of itself and California Federal Bank separately from
the Mafco Group.
The Tax Sharing Agreement allowed California Federal Bank to take
into account, in determining its liability to First Nationwide Holdings,
any net operating loss carryovers that it would have been entitled to
utilize if it had filed separate returns for each year since the formation
of California Federal Bank. Accordingly, pursuant to the Tax Sharing
Agreement, the benefits of any net operating loss carryovers generated by
California Federal Bank since its formation are retained by California
Federal Bank and First Nationwide Holdings.
In connection with the Golden State Acquisition, for any taxable
period after September 11, 1998:
(a) Golden State Bancorp replaced Mafco Holdings under the Tax
Sharing Agreement and assumed all of the rights and obligations
of Mafco Holdings under the Tax Sharing Agreement with respect
to such taxable periods;
(b) Golden State Holdings replaced First Nationwide Holdings under
the Tax Sharing Agreement and assumed all of the rights and
obligations of First Nationwide Holdings under the Tax Sharing
Agreement with respect to such taxable periods; and
(c) California Federal Bank continued to be bound by the Tax Sharing
Agreement.
Mafco Holdings continues to be bound for all obligations accruing for
taxable periods on or before September 11, 1998.
As a result of the deconsolidation of California Federal Bank and
Golden State Holdings from the Mafco Group due to the Golden State
Acquisition, only the amount of net operating losses of California Federal
Bank and Golden State Holdings not utilized by the Mafco Group on or before
December 31, 1998 are available to offset taxable income of the Golden
State Group, as defined below. Similarly, if for any reason California
Federal Bank and Golden State Holdings were to deconsolidate from the
consolidated group for which Golden State Bancorp is the common parent (the
"Golden State Group"), only the amount of the net operating loss carryovers
of California Federal Bank and Golden State Holdings, not utilized by the
Golden State Group up to the end of the taxable year in which the
deconsolidation took place, would be available to offset the taxable income
of California Federal Bank and Golden State Holdings subsequent to the date
of deconsolidation. It cannot be predicted to what extent the Golden State
Group will utilize the net operating loss carryovers of Golden State
Holdings and/or California Federal Bank in the future or the amount, if
any, of net operating loss carryforwards that Golden State Holdings or
California Federal Bank may have upon deconsolidation. The net operating
loss carryovers are subject to review and potential disallowance, in whole
or in part, by the Internal Revenue Service. Any disallowance of California
Federal Bank's net operating loss carryovers may increase the amounts that
California Federal Bank would be required to pay to Golden State Holdings
under the Tax Sharing Agreement and that Golden State Holdings would be
required to pay to the Golden State Group, and would therefore decrease the
earnings of California Federal Bank available for distribution.
Under federal income tax law, Golden State Holdings and California
Federal Bank are subject to several liability with respect to the
consolidated federal income tax liabilities of the Golden State Group or
the Mafco Group for any taxable period during which Golden State Holdings
or California Federal Bank is, as the case may be, a member of the Golden
State Group or the Mafco Group. Therefore, Golden State Holdings or
California Federal Bank may be required to pay the Golden State Group's or
the Mafco Group's consolidated federal tax liability notwithstanding prior
payments made under the Tax Sharing Agreement by Golden State Holdings or
California Federal Bank to Golden State Bancorp or to Mafco Holdings.
Golden State Bancorp and Mafco Holdings have agreed, however, under the Tax
Sharing Agreement, to indemnify Golden State Holdings and California
Federal Bank for any such federal income tax liability (and certain state
and local tax liabilities) of Golden State Bancorp or any of its
subsidiaries and Mafco Holdings and any of its subsidiaries (other than
Golden State Holdings and California Federal Bank) that Golden State
Holdings or California Federal Bank is actually required to pay.
TAXATION OF CALIFORNIA FEDERAL BANK
As a result of the Small Business Job Protection Act of 1996, which
provided for the repeal of the Section 593 reserve method of accounting for
bad debts by thrift institutions which are treated as large banks,
California Federal Bank will generally be required to take into income the
balance of its post-1987 bad debt reserves over a six year period beginning
in 1996 subject to a two year deferral if certain residential loan tests
are satisfied. As of December 31, 1999, California Federal Bank had
remaining post-1987 bad debt reserves totaling $81.7 million that are
subject to recapture into income, all of which has been provided for in
deferred tax liabilities. Consequently, California Federal Bank may be
required to make payments to Golden State Holdings under the Tax Sharing
Agreement if California Federal Bank has insufficient expenses and losses
to offset such income.
In addition, the Small Business Job Protection Act of 1996 further
provided that base year bad debt reserves are not recaptured into income
unless certain events occur. The base year reserves are generally the
balance of tax bad debt reserves as of December 31, 1987, reduced
proportionately for reductions in California Federal Bank's loan portfolio
since that date. In accordance with Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes," a deferred tax
liability has not been recognized for the base year reserves of California
Federal Bank. At December 31, 1999, the amount of the base year reserves
were approximately $305 million. The amount of unrecognized deferred tax
liability at December 31, 1999 was approximately $107 million.
TAX EFFECTS OF DIVIDEND PAYMENTS BY CALIFORNIA FEDERAL BANK
Dividend distributions made to Golden State Holdings, as the sole
owner of California Federal Bank's common stock and its preferred stock, in
excess of the greater of California Federal Bank's current or accumulated
earnings and profits, as well as certain distributions in dissolution or in
redemption of stock, may cause California Federal Bank to recognize a
portion of its base year reserves as income. Accordingly, California
Federal Bank may be required to make payments to Golden State Holdings
under the Tax Sharing Agreement. Likewise, Golden State Holdings may be
required to make payments to Golden State Bancorp under the Tax Sharing
Agreement if Golden State Holdings has insufficient expenses and losses to
offset such income.
RESTRICTIONS ON ABILITY OF SUBSIDIARIES TO PAY DIVIDENDS
We are a holding company with no significant business operations of
our own. Our only significant asset is the common stock of California
Federal Bank that we indirectly own. Our only sources of cash to pay
dividends and make debt payments are dividends and other distributions from
California Federal Bank and in turn from Golden State Holdings.
The federal thrift laws and regulations of the Office of Thrift
Supervision limit California Federal Bank's ability to pay dividends.
California Federal Bank generally may not declare dividends or make any
other capital distribution if, after the payment of such dividend or other
distribution, it would fall within any of the three undercapitalized
categories under the prompt corrective action standards of the Federal
Deposit Insurance Corporation Improvement Act of 1991. Other limitations
apply to California Federal Bank's ability to pay dividends, the magnitude
of which depends upon current earnings and the extent to which California
Federal Bank meets its regulatory capital requirements. In addition, the
Home Owners' Loan Act requires every savings association subsidiary of a
savings and loan holding company to give the Office of Thrift Supervision
at least 30 days' advance notice of any proposed dividends to be made on
its stock or else such dividend will be invalid. Further, the Office of
Thrift Supervision may prohibit any capital distribution that it determines
would constitute an unsafe or unsound practice. The Office of Thrift
Supervision may also impose restrictions on the ability of Golden State
Bancorp to pay dividends or repurchase stock.
The terms of the debt instruments under which certain of our
subsidiaries have issued debt also impose restrictions that may inhibit the
ability of those subsidiaries to declare dividends.
SIGNIFICANT STOCKHOLDERS
As of October 31, 2000, Ronald O. Perelman, through MacAndrews &
Forbes Holdings Inc., indirectly owned 36,949,525 or 27.53% of Golden State
Bancorp and Hunter's Glen, a limited partnership controlled by Gerald J.
Ford, the Chairman of the Board, Chief Executive Officer and a director of
Golden State Bancorp, indirectly owned 13.97% of Golden State Bancorp, in
each case, after giving effect to the sale of shares of common stock
covered by this prospectus. As a result, MacAndrews & Forbes, through the
election of directors or otherwise, may be able to direct and control the
policies of Golden State Bancorp and its subsidiaries, including mergers,
sales of assets and similar transactions.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
offered by this prospectus.
DESCRIPTION OF THE COMMON STOCK
Shares of our common stock are entitled to share equally in the
assets available for distribution upon liquidation, subject to any prior
rights of the holders of any series of preferred stock then outstanding.
Holders of our common stock are entitled to receive dividends when, as and
if declared by our board of directors out of assets of Golden State Bancorp
legally available for payment, subject to the superior rights of the
holders of any series of preferred stock that may be issued. Because Golden
State Bancorp is a holding company, the right of Golden State Bancorp to
participate in any distribution of the assets of California Federal Bank
and subsidiaries through Golden State Holdings is subject to the prior
claims of creditors of Golden State Holdings and California Federal Bank
and such other subsidiaries. There are various legal limitations on the
extent to which California Federal Bank may extend credit, pay dividends or
otherwise supply funds to, or engage in transactions with, Golden State
Bancorp. Each share of our common stock is entitled to one vote, except as
to the cumulation of votes in the election of directors. There are no
preemptive or other rights to subscribe for any shares.
SELLING STOCKHOLDER
As of October 31, 2000, GSB Investments Corp., 35 East 62nd Street, New
York, New York 10021 (the "selling stockholder") owned an aggregate of
42,949,525 shares or 32% of the common stock of Golden State Bancorp. The
selling stockholder is an indirect wholly-owned subsidiary of MacAndrews &
Forbes.
PLAN OF DISTRIBUTION
Golden State Bancorp is registering the shares of common stock
covered by this prospectus for the selling stockholder. As used in this
prospectus, "selling stockholder" includes the donees, transferees or
others who may later hold the selling stockholder's interests. Pursuant to
a registration rights agreement, dated as of September 11, 1998, Golden
State Bancorp agreed to register the common stock owned by the selling
stockholder and to enter into an agreement to indemnify the selling
stockholder against certain liabilities related to the selling of the
common stock, including liabilities arising under the Securities Act of
1933 (the "1933 Act"). Under the registration rights agreement, Golden
State Bancorp also agreed to pay the costs and fees of registering the
shares of common stock; however, the selling stockholder will pay any
brokerage commissions, discounts or other expenses relating to the sale of
the shares of common stock.
The selling stockholder may sell the common stock being offered
hereby in one or more of the following ways at various times:
o to underwriters for resale to the public or to institutional
investors;
o directly to institutional investors; or
o through agents to the public or to institutional investors.
The selling stockholder will act independently of Golden State
Bancorp in making decisions with respect to the timing, manner and size of
each sale. The selling stockholder may sell the common stock on the New
York Stock Exchange or otherwise, at market prices prevailing at the time
of sale, at prices related to the prevailing market prices, or at
negotiated prices. If underwriters are used in the sale, the common stock
will be acquired by the underwriters for their own account and may be
resold at various times in one or more transactions, including negotiated
transactions, at a fixed public offering price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices. A distribution
of the common stock by the selling stockholder may also be effected through
the issuance by the selling stockholder or others of derivative securities,
including without limitation, warrants, exchangeable securities, forward
delivery contracts and the writing of options.
In addition, the selling stockholder may sell some or all of the
shares of common stock covered by this prospectus through:
o a block trade in which a broker-dealer will attempt to sell as
agent, but may position or resell a portion of the block, as
principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account;
o ordinary brokerage transactions and transactions in which a broker
solicits purchasers; or
o privately negotiated transactions.
The selling stockholder may also enter into hedging transactions. For
example, the selling stockholder may:
o enter into transactions with a broker-dealer or affiliate
thereof in connection with which such broker-dealer or
affiliate will engage in short sales of the common stock
pursuant to this prospectus, in which case such broker-dealer
or affiliate may use shares of common stock received from the
selling stockholder to close out its short positions;
o sell common stock short itself and redeliver such shares to close
out its short positions;
o enter into option or other types of transactions that require
the selling stockholder to deliver common stock to a
broker-dealer or an affiliate thereof, who will then resell or
transfer the common stock under this prospectus; or
o loan or pledge the common stock to a broker-dealer or an
affiliate thereof, who may sell the loaned shares or, in an
event of default in the case of a pledge, sell the pledged
shares pursuant to this prospectus.
The selling stockholder may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers
engaged by the selling stockholder may allow other broker-dealers to
participate in resales. The selling stockholder and any broker-dealers
involved in the sale or resale of the common stock may qualify as
"underwriters" within the meaning of the Section 2(a)(11) of the 1933 Act.
In addition, the broker-dealers' commissions, discounts or concession may
qualify as underwriters' compensation under the 1933 Act. If the selling
stockholder qualifies as an "underwriter," it will be subject to the
prospectus delivery requirements of Section 5(b)(2) of the 1933 Act.
In addition to selling its common stock under this prospectus, the
selling stockholder may:
o agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common stock,
including liabilities arising under the 1933 Act;
o transfer its common stock in other ways not involving market
makers or established trading markets, including directly by
gift, distribution, or other transfer;
o sell its common stock under Rule 144 of the 1933 Act rather
than under this prospectus, if the transaction meets the
requirements of Rule 144; or
o sell its common stock by any other legally available means.
LEGAL MATTERS
For purposes of this offering, Vanessa L. Washington, Esq., Senior
Vice President and Secretary of Golden State Bancorp, is giving an opinion
on the validity of the shares of common stock.
EXPERTS
The consolidated financial statements of Golden State Bancorp Inc. as
of December 31, 1999 and 1998, and for each of the years in the three-year
period ended December 31, 1999 have been incorporated by reference herein
and in the registration statement in reliance upon the report of KPMG LLP,
independent auditors, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Government Filings. We file annual, quarterly and special reports and
other information with the Securities and Exchange Commission (the "SEC").
You may read and copy any document that we file at the SEC's public
reference rooms in Washington, D.C., New York, New York, and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms. Our SEC filings are also available to you free
of charge at the SEC's web site at http://www.sec.gov.
Stock Market. The common stock is traded on the New York Stock
Exchange and the Pacific Exchange. Material filed by Golden State Bancorp
can be inspected at the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.
Information Incorporated by Reference. The SEC allows us to
"incorporate by reference" the information we file with them, which means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be
part of this prospectus, and information that we file later with the SEC
will automatically update and supersede previously filed information,
including information contained in this document.
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until this offering has been
completed:
1. Golden State Bancorp's Annual Report on Form 10-K for the year
ended December 31, 1999.
2. Golden State Bancorp's Proxy Statement dated April 7, 2000.
3. Golden State Bancorp's Quarterly Reports on Form 10-Q for the
periods ended March 31, 2000, June 30, 2000 and September 30,
2000.
You may request free copies of these filings by writing or
telephoning us at the following address:
135 Main Street
San Francisco, California 94105
Attention: Shareholder Relations
Telephone: (415) 904-0188
Facsimile: (415) 904-1499
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of the shares of common
stock will be borne by the registrant. Such expenses are estimated to be as
follows:
Registration Fee - Securities and Exchange $ 39,013.92
Commission
Accountant's Fees $ 25,000.00
Legal Fees $ 50,000.00
Miscellaneous $ 986.08
-------------
Total $115,000.00
Item 15. Indemnification of Directors and Officers.
Article FOURTEENTH of the Golden State Bancorp Certificate of
Incorporation and Article XII of the Golden State Bancorp Bylaws provide
for indemnification of the officers and directors of Golden State Bancorp
to the fullest extent permitted by applicable law. Section 145 of the
Delaware General Corporation Law provides, in relevant part, that a
corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any suit or proceeding because
such person is or was a director, officer, employee or agent of the
corporation or is or was serving, at the request of the corporation, as a
director, officer, employee or agent of another corporation, against all
costs actually and reasonably incurred by him in connection with such suit
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation.
Similar indemnity is permitted to be provided to such persons in connection
with an action or suit by or in right of the corporation, provided such
person acted in good faith and in a manner he believed to be in or not
opposed to the best interests of the corporation, and provided further
(unless a court of competent jurisdiction otherwise determines) that such
person shall not have been adjudged liable to the corporation.
Item 16. List of Exhibits.
The Exhibits to this registration statement are listed in the Index
to Exhibits on page II-7.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3) of the
1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by Golden State Bancorp pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
2. That, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. For purposes of determining any liability under the 1933 Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bonafide
offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this amendment to the registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Francisco,
State of California on December 12, 2000.
GOLDEN STATE BANCORP INC.
By /s/ Carl B. Webb
---------------------------------
Name: Carl B. Webb
Title: President and Chief
Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE Title Date
<S> <C> <C>
* Chairman of the Board, December 12, 2000
------------------------------ Chief Executive Officer
Gerald J. Ford and Director (principal
executive officer)
* Executive Vice President December 12, 2000
------------------------------ and Chief Financial Officer
Richard H. Terzian (principal financial officer)
* Executive Vice President December 12, 2000
------------------------------ and Controller
Renee Nichols Tucei (principal accounting officer)
* Director December 12, 2000
------------------------------
Paul M. Bass, Jr.
* Director December 12, 2000
------------------------------
George W. Bramblett, Jr.
* Director December 12, 2000
------------------------------
Brian P. Dempsey
* Director December 12, 2000
------------------------------
Howard Gittis
* Director December 12, 2000
------------------------------
John F. King
* Director December 12, 2000
------------------------------
John F. Kooken
* Director December 12, 2000
------------------------------
Gabrielle K. McDonald
* Director December 12, 2000
------------------------------
John A. Moran
* Director December 12, 2000
------------------------------
Ronald O. Perelman
* Director December 12, 2000
------------------------------
B.M. Rankin, Jr.
* Director December 12, 2000
------------------------------
Robert Setrakian
* Director December 12, 2000
------------------------------
Cora M. Tellez
/s/ Carl B. Webb Director, President and December 12, 2000
------------------------------ Chief Operating Officer
Carl B. Webb
*By:/s/ Christie S. Flanagan Attorney-in-Fact December 12, 2000
-----------------------------
Christie S. Flanagan
</TABLE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
------- -----------------------
1.1 The form of registration agreement will be filed as an exhibit
to a current report of the Registrant and incorporated in this
registration statement by reference.
4.1 Certificate of Incorporation of the Registrant. (Incorporated
by reference to Exhibits 3.1 and 3.2 to the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1998.)
4.2 By-laws of the Registrant, as amended. (Incorporated by
reference to Exhibit 3.2 to the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended September 30,
1999.)
5.1 Opinion of Vanessa L. Washington, Esq., Senior Vice President and
Secretary of Golden State Bancorp.*
23.1 Consent of KPMG LLP.
23.2 Consent of Vanessa L. Washington, Esq., Senior Vice President and
Secretary of Golden State Bancorp (included in Exhibit 5.1).*
24.1 Powers of Attorney.*
24.2 Power of Attorney for Ronald O. Perelman.*
-----------------------
* Previously filed
